1.    What is VNL?
2.    Where can I get more information on VNL?
3.    How do I invest in VNL?
4.    Is VNL a fund or a company?
5.    How do I classify VNL for tax purposes?
6.    What is VCIM?
7.    Who is the VNL Managin Director?
8.    How is VNL governed? How are shareholder interests maintained?
9.    What is the role of the VNL Board of Directors?
10.    What are VNL’s incorporation details and history?
11.    What are VNL’s constitutional documents?
12.    When is VNL's fiscal year end?
13.    What is VNL’s investment strategy?
14.    What is VNL’s investment process?
15.    How do I find out more about the investments made by VNL?
16.    Does VNL pay a dividend?
 17.    Does VNL have a share buyback facility?
18.    Does the investment manager hold any shares in the fund?
19.    Does VNL publish its shareholder list?
20.    How is VNL’s Net Asset Value (NAV) calculated?
21.    Why is the share price different from the Net Asset Value?
22.    What is VNL’s tax status?
23.    What is VNL’s management fee, performance fee and total expense ratio?
24.    What currency risks are involved in an investment in VNL?
25.    How do I contact VNL?

1.    What is VNL?
VinaLand Limited (“VNL”) is a closed-end investment company traded on the AIM Market of the London Stock Exchange. The AIM ticker is VNL. [Back to top]

2.    Where can I get more information on VNL?
Information, regulatory news, fund reports and updates are available on the company website at www.vinacapital.com/vnl, via the VNL page on the London Stock Exchange website and on Bloomberg (VNL LN) and Yahoo! Finance (VNL.L). [Back to top]

3.    How do I invest in VNL?
The shares of VNL trade on the AIM of the London Stock Exchange. Your broker should be able to access this market and purchase shares. Investors in some jurisdictions, such as the United States, may need a certified investor status before purchasing shares. Please contact your broker for more details.[Back to top]

4.    Is VNL a fund or a company?
VinaLand Limited (VNL) is a Cayman Islands-incorporated exempted company with limited liability. VNL is traded on the AIM of the London Stock Exchange. The company is a closed-end investment company that does not have any staff, but does have a board of directors (majority independent members). VNL is managed by VinaCapital Investment Management Ltd, a private Cayman Islands company that is wholly-owned by VinaCapital Group. The majority of the Group’s staff members are based in Vietnam. [Back to top]

5.    How do I classify VNL for tax purposes?
This treatment of VNL for tax purposes depends on each investor’s specific situation.  Although VNL operates in many respects as a fund, we understand that investors in some European jurisdictions classify VNL as a company for tax purposes, on the basis that investors have no short-term redemption rights. Please consult your tax advisor for more specific details in respect to this matter. [Back to top]

6.    What is VCIM?
VinaCapital Investment Management Ltd (VCIM) is the sole and exclusive investment manager of VNL, subject to a management agreement dated 16 March 2006. [Back to top]

7.    Who is the VNL Managing Director?
The VNL Managing Director is David Blackhall. [Back to top]

8.    How is VNL governed? How are shareholder interests maintained?
VNL is subject to the rules and regulations of investment companies trading on the AIM of the London Stock Exchange (LSE). The AIM Rules for Companies is available for all investors to read on the LSE website. These rules and regulations provide for a high degree of transparency and disclosure, which collectively help protect investor interests. VNL has a board of directors with a majority of independent members, who endeavour to ensure VNL governance complies with other relevant best practice corporate governance frameworks, such as the UK Corporate Governance Code (the Code) and the Association of Investment Companies Code of Corporate Governance (the AIC Code), which adapts the Code specifically for investment companies.[Back to top]

9.    What is the role of the VNL Board of Directors?
The Board is responsible for managing the Company on behalf of its shareholders. In order to create and deliver sustainable shareholder value, the Board must establish the objectives and policies of the Company, set the overall strategic direction and ensure it is delivered within an appropriate framework of reward, incentive and control.  The Board has four scheduled Board meetings each year, and uses a structured agenda to ensure all key areas are reviewed over the course of the year.

Certain responsibilities of the Board are delegated to Board Committees to assist the Board in carrying out its functions and to ensure independent oversight of internal control and risk management. Each Board Committee's terms of reference set out the specific matters for which delegated authority has been given.

The Board has delegated authority to four principal Board Committees:
•    Investment Committee – responsible for considering and approving investments that the Investment Manager feels are suitable for VNL.
•    Audit and Risk Committee – controls and monitors financial reporting practices and accounting policies of the Company, including ongoing operational expenses of the fund such as bank fees, regulatory fees, legal fees, letting fees, and acquisition and disposal fees.
•    Valuation Committee – reviews and monitors the valuation policies adopted by the Investment Manager.
•    Nomination and Remuneration Committee – controls, monitors, and makes recommendations to the Board with respect to fees payable to the Investment Manager and Directors.[Back to top]

10.    What are VNL’s incorporation details and history?
The Company was incorporated with limited liability and registered in the Cayman Islands as an exempted company under the Companies Law on 31 August 2005. The registered office of the Company is at PO Box 309 GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands. The liability of the Shareholders of the Company is limited. [Back to top]

11.    What are VNL’s constitutional documents?
The VNL Memorandum and Articles of Association can be found at Memorandum and Articles of Association for VinaLand Limited. A detailed description of the Company is also available in the AIM Admission Document. [Back to top]

12.    When is VNL's fiscal year end?
The fiscal year end is June 30. [Back to top]

13.    What is VNL’s investment strategy?
The fund managers engage in all forms of property investment and property development as allowed under the laws of each jurisdiction in which it operates, utilising instruments and structures that may be suitable to allow participation in selected investment opportunities. The fund managers aim to achieve medium to long-term (3-5 years) capital appreciation and providing an attractive level of income (from interest and dividends) through investing in a diversified portfolio of mainly Vietnamese property and development projects. These investments will be made directly or through investee companies (which are special purpose vehicles established specifically for each project) or by way of joint venture partnerships with other reputable developers. [Back to top]

14.    What is VNL’s investment process?
The fund managers follow a rigorous process in sourcing, analysing and making investments for VNL. The fund managers have extensive networks and knowledge of Vietnam that they leverage to identify investment opportunities.  Once an investment opportunity has been identified, the fund managers conduct careful analysis of the opportunity, with that analysis including consultation with the Investment Committee and the Investment Manager’s Risk Management Committee, to ensure that all risks are identified and properly considered.  The analysis is presented to the Investment Committee for review and approval; only those opportunities approved by the Investment Committee will be executed. After investing into a real estate asset, the fund managers actively licence, develop and market that asset, drawing on the expertise and services of VinaCapital Real Estate Ltd. Throughout the investment cycle, the fund managers actively seek exit opportunities that will allow VNL to meet or exceed target returns. VNL exits investments by selling full or partial equity stakes to foreign and domestic real estate developers, or by selling developed properties to end users, or by listing assets on a public stock exchange. [Back to top]

15.    How do I find out more about the investments made by VNL?
Please see the VNL monthly and quarterly reports. Enter your email on the homepage of www.vinacapital.com or contact us with your details to be added to a database of investors who receive these reports automatically. [Back to top]

16.    Does VNL pay a dividend?
The distribution policy of the Company, as contained in the Company’s Articles of Association, states that the Directors may provide returns to Shareholders by establishing a distribution programme whereby profits from realisations made during the year will be used to implement a tender offer to repurchase Ordinary Shares at a price equal to the last published Net Asset Value per Share. Under such a distribution programme, the Company will announce to holders of Ordinary Shares the implementation of the tender offer giving the right to all holders of Ordinary Shares to participate in the repurchase. In the event that the value of the Ordinary Shares submitted by holders to the Company wishing to participate in the tender offer exceeds the funds available, the Company will purchase Ordinary Shares from holders pro rata. VNL expects to initiate its first tender offer in 2011, as announced in the 28 November 2010 announcement on VNL’s distribution policy.[Back to top]

17.    Does VNL have a share buyback facility?
VNL does have a share buyback mechanism. In the event that the Ordinary Shares trade at a substantial discount to the then prevailing Net Asset Value per Share for an extended period of time, the Board will consider the most appropriate method of reducing the discount, which may include implementing a buyback programme. The making and timing of any buybacks will be at the absolute discretion of the Board and not at the option of shareholders. The share buyback facility was added to the Company’s Articles of Association following the 10 December 2010 extraordinary general meeting of shareholders. [Back to top]

18.    Does the Investment Manager hold any shares in the fund?
Yes, the Investment Manager, VinaCapital Investment Management Ltd (VCIM), and other connected parties, such as board members and executives of VCIM hold shares in VNL.  The latest holding information can be found on the VNL AIM Rule 26 page, under the heading Directors’ interest in the Company. [Back to top]

19.    Does VNL publish its shareholder list?
VNL is a widely held company.  A list of top shareholders is published on the VNL AIM Rule 26 page. However, most shares are held via either Clearstream/Banking or Citivic Nominees (Euroclear). The end holders of these shares are often unknown.

The Company has informed shareholders that under the revised Memorandum and Articles of Association dated 21 October 2008, every member shall comply with the notification and disclosure requirements set out in Chapter 5 of the Disclosure and Transparency Rules Sourcebook of the UK Financial Services Authority Handbook as if the Company were classed as an ‘issuer’ whose ‘home state’ is the United Kingdom. If it comes to the attention of the Directors that a member has not within the requisite period disclosed their holding in the Company, the Company may, inter alia, at the discretion of the Directors, notify the member that their shares in relation to the holding shall not be entitled to a vote, either in person or in proxy, at any general meeting of shareholders of the Company.

VCIM therefore asks all shareholders to contact us and inform us of your investment in VNL.  Furthermore, all shareholders of more than 3% are required to report their shareholdings to the Company for announcement on the Regulatory News Service. These shareholders are also required to notify the Company on any change in shareholding of plus or minus 1% of the total shares of the Company.[Back to top]

20.    How is VNL’s Net Asset Value (NAV) calculated?
The NAV is calculated according to its valuation policy. The financial year-end of the VinaCapital AIM-traded funds is 30 June. Audited annual results are announced and published within six months of this date. Interim results at 31 December receive an auditor review and are announced within three months of this date. VNL calculates its NAV monthly and these are normally announced within ten days of month-end. Highlights of VNL’s valuation policy include:

Real estate projects are initially valued at fair value, with any expenses relating to their acquisition expensed in the income statement. Once an invest¬ment licence is obtained, or by way of other arrangements VNL has a legal entitlement to an investment property, the invest¬ment property is revalued. The valuation process consists of obtaining two or more valuations for each property from independent third-party valuation companies. The valuations are reviewed by the Valuation Committee. At the end of each quarter, the Investment Manager and Investment Committee also reviews all real estate investments for possible impairment based on internal calculations. [Back to top]

21.    Why is the share price different from the Net Asset Value?
The market value of the ordinary shares can fluctuate. Share price, as well as being affected by NAV per share, also takes into account the relevant dividend yield and prevailing interest rates and market sentiment. As such, share price may vary considerably from the underlying NAV, creating a discount or a premium. The greater the difference between share price and NAV, the greater is the discount or premium. VNL has over its history traded at both a premium and a discount. The Company does not have a fixed winding up date and therefore, unless shareholders vote against the continued existence of the company, shareholders will only be able to realise their investment through the market. [Back to top]

22.    What is VNL’s tax status?
VinaLand Limited is domiciled in the Cayman Islands. Under the current laws of the Cayman Islands, there is no income, state, corporation, capital gains or other taxes payable by the Company. The majority of the Company’s subsidiaries are domiciled in the British Virgin Islands (BVI) and so have a tax exempt status. Some of the subsidiaries are established in Singapore and have offshore operations in Vietnam. The income from these offshore operations is also tax exempt in Singapore. A small number of subsidiaries are established in Vietnam and are subject to corporate income tax in Vietnam.[Back to top]

23.    What is VNL’s management fee, performance fee and total expense ratio?
The Investment Manager, VCIM, is entitled to receive a management fee of 2% of NAV per annum and a performance fee in the event that the year end NAV is equal to or greater than the higher of (i) the NAV on admission to AIM increased by a compound annual hurdle rate of 8% (the “Hurdle”) or (ii) the year end NAV for the last year in relation to which a performance fee became payable (the “High Water Mark”). In the event that this condition is satisfied, the Investment Manager is entitled to a performance fee of 20% of the increased NAV to be paid as follows:
•    0% of the increased NAV at or below the Hurdle
•    100% of the increased NAV above the Hurdle but below a compounded annual rate of 10% (the “Catch-up”); and
•    20% of all increased NAV above the Catch-up.

VNL’s total expense ratio, including management and performance fees, in 2008 and 2009 was 8.56% and 2.59%, respectively. [Back to top]

24.    What currency risks are involved in an investment in VNL?
VNL’s NAV and shares are denominated in USD, while VNL’s holdings are predominantly held in VND (the Vietnam dong). [Back to top]

25.    How do I contact VNL?
VNL’s investor relations team can be contacted on +84 8 3821 9930 or via email at ir@vinacapital.com. [Back to top]